03-955. Issuer Delisting; Notice of Application to Withdraw from Listing and Registration on the American Stock Exchange LLC (KIT Manufacturing Company, Inc., Common Stock, no par value)

January 10, 2003.

KIT Manufacturing Company, a California corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in State of California, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on December 16, 2002 to withdraw the Issuer's Security from listing on the Amex. The Board took such action in order to maximize shareholder value with respect to the proposed asset sale transactions and in light of the significant costs associated with continued listing and registration on the Amex. In addition, the Issuer states that over the past several months there have been fewer than 300 shareholders of record in the Security. The Issuer represents that the Security is currently quoted on the Pink Sheets.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under section 12(b) of the Act ^[3] shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before February 3, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).